Entry into a Material Definitive Agreement, Financial Statements and Ex

Item 1.01 Entry into a Material Definitive Agreement.

On April 28, 2014, Willis Securities, Inc. ("Willis Securities"), a wholly-owned
indirect subsidiary of Willis Group Holdings Public Limited Company ("Willis")
and the United States operating company of Willis Capital Markets & Advisory,
entered into (i) a Joinder Agreement (the "Joinder") with SunTrust Bank PLC, as
administrative agent ("Administrative Agent"), and the lenders party thereto and
(ii) a First Amendment to Revolving Note and Cash Subordination Agreement (the
"Amendment", and together with the Joinder, the "Amendment Agreements") with the
Administrative Agent and the lenders party thereto, which amends that certain
Revolving Note and Cash Subordination Agreement dated as of March 3, 2014 (the
"Credit Agreement") with the Administrative Agent and the lenders party thereto.
Pursuant to the Credit Agreement, the lenders named therein provided Willis
Securities with a $300 million revolving note facility (the "Credit Facility"),
which was available for drawing from March 3, 2014 through March 3, 2015 (the
"Original Credit Period"). The aggregated unpaid principal amount of all
advances was to be repaid on or before March 4, 2016 (the "Original Repayment
Date").

Under the terms of the Amendment Agreements, among other things, all of the
lenders under the Credit Facility agreed to extend the end date of the Original
Credit Period to April 28, 2015 and extend the Original Repayment Date to
April 28, 2016. In connection with the Joinder, Willis Securities requested and
received commitments from certain lenders for additional revolving credit loans
of $100 million (the "Incremental Revolving Commitments"), and, consequently,
the total available commitments under the Credit Facility were increased to $400
million. Proceeds of the loans made from the Incremental Revolving Commitments
will be available for regulatory capital purposes related to securities
underwriting only, which will allow Willis Securities to meet or exceed capital
requirements of regulatory agencies, self-regulatory agencies, exchanges and
their clearinghouses, including the Financial Industry Regulatory Authority
("FINRA"; collectively, the "Regulatory Authorities"). Accordingly, the Credit
Agreement is on terms consistent with the subordination requirements and in
compliance with the regulations imposed by the relevant Regulatory Authorities
in order to be included as regulatory capital.

There were no changes to the interest rates or ongoing fees payable with respect
to the Credit Facility as a result of the Amendment Agreements. Borrowings under
the Credit Facility continue to be subject to the conditions precedent that,
among other things, include the accuracy and completeness in all material
respects of all representations and warranties in the loan documentation and
that no default under the Credit Facility shall exist, or would result from such
borrowing or the application of the proceeds thereof. There were no changes to
the prepayments provisions, affirmative covenants or negative covenants for the
Credit Facilities as a result of the Amendment Agreements.

The descriptions of the Credit Agreement and the Amendment Agreements do not
purport to be complete and are qualified in their entirety by reference to the
Joinder and the Amendment, copies of which are attached as Exhibit 10.1 and
Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by
reference. A copy of the Credit Agreement is attached as Exhibit 10.1 to the
Current Report on Form 8-K filed by Willis on March 4, 2014 and is incorporated
by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number Description
10.1 Joinder Agreement, dated as of April 28, 2014, among Willis
Securities, Inc., SunTrust Bank, as administrative agent, and the
lenders party thereto.
10.2 First Amendment to Revolving Note and Cash Subordination Agreement,
dated as of April 28, 2014, among Willis Securities, Inc., SunTrust
Bank, as administrative agent, and the lenders party thereto